UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
L.B. Foster Co.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
350060109
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(CUSIP Number)
December 31, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ X / Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of the section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13G/A
CUSIP NO. 350060109
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Quaker Capital Management Corporation
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2. Check the Appropriate Box if a Member of a Group
(a)
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(b) X
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3. SEC Use Only
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4. Citizenship or Place of Organization Pennsylvania
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Number of 5. Sole Voting Power 131,000
Shares ---------------
Beneficially 6. Shared Voting Power 417,700
Owned by ---------------
Each Reporting 7. Sole Dispositive Power 131,000
Person ---------------
With: 8. Shared Dispositive Power 417,700
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
548,700
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10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
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The Reporting Person disclaims beneficial ownership of
417,700 shares owned by its clients.
11. Percent of Class Represented by Amount in Row (9) 5.50%
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12. Type of Reporting Person IA
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Page 2 of 4 Pages
<PAGE>
SCHEDULE 13G/A
CUSIP NO. 350060109
This constitutes Amendment No. 6 to the Schedule 13G of Quaker Capital
Management Corporation filed with the Securities and Exchange Commission on
February 5, 1993 relating to the Common Stock of L.B. Foster Co., as amended by
Amendment No. 1 filed with the Commission on February 10, 1994, Amendment No. 2
filed with the Commission on February 14, 1995, Amendment No. 3 filed with the
Commission on February 15, 1996, Amendment No. 4 filed with the Commission on
February 11, 1997 and Amendment No. 5 filed with the Commission on February 12,
1998 (the "Schedule 13G").
Item 4 of the Schedule 13G is hereby amended and restated to read as follows:
Item 4. Ownership
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(a) The Reporting Person, in its capacity as investment adviser, may be
deemed to be the beneficial owner of 417,700 shares of the Common
Stock of the Issuer which are owned by various investment advisory
clients of the Reporting Person in accounts over which the Reporting
Person has discretionary authority. The filing of this report shall
not be construed as an admission that the Reporting Person is, for
purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of
these securities. Additionally, the Reporting Person and/or its
principals own 131,000 shares of the Common Stock of the Issuer.
(b) The shares covered by this report represent 5.50% of the Common Stock
of the Issuer.
(c) None of the clients of the Reporting Person is known to own more than
5% of the Common Stock of the Issuer. The Reporting Person has shared
voting and dispositive power over 417,700 shares owned by its clients
and held in accounts over which it has discretionary authority. The
Reporting Person and/or its principals have sole voting and
dispositive power over the 131,000 shares owned by the Reporting
Person and/or its principals.
Page 3 of 4 Pages
<PAGE>
SCHEDULE 13G/A
CUSIP NO. 350060109
Item 6 of the Schedule 13G is hereby amended and restated to read as follows:
Item 6. Ownership of More than Five Percent on
Behalf of Another Person
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417,700 of the shares with respect to which this report is filed are
owned by a variety of investment advisory clients of the Reporting
Person, which clients are entitled to receive dividends on and the
proceeds from the sale of such shares. No client is known to own more
than 5% of the class.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
March 24, 1999
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Date
/s/ Mark G. Schoeppner
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Signature
Mark G. Schoeppner, President
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Name/Title
Page 4 of 4 Pages
